The new company will be
called Barcelo Crestline.
The Management Team of Crestline
Capital and Crestline Hotels & Resorts Will Remain in Place
BETHESDA, MD, March 28, 2002 � Crestline Capital Corporation (NYSE:CLJ)
today announced that it has agreed to be acquired by a wholly-owned subsidiary
of Barceló Hotels & Resorts, one of the world's largest hospitality
companies based in Palma de Mallorca, Spain, in a merger in which each
outstanding share of Crestline would be exchanged for $34.00 in cash.
Bruce D. Wardinski, Chairman of the Board, President and Chief Executive
Officer stated, "We have spent the last three years focused on maximizing
shareholder value and the merger is the culmination of those efforts.
After reviewing all of our strategic alternatives, we believe that this
merger is the best alternative. It is a tax-efficient vehicle to
distribute the significant asset sale proceeds we have accumulated over
the last fifteen months, as well as providing shareholders with full value
for the remaining assets."
Simón Pedro Barceló, President of Barceló stated,
"We are pleased to announce this acquisition, which will significantly
expand our presence in the United States. The acquisition, along
with our existing United States assets, provides a strong platform for
growth. We are very excited about the future growth prospects of
the new company, which will be named Barceló Crestline."
James L. Francis, Executive Vice President and Chief Financial Officer
stated, "Due to Barceló's long-term commitment to the hospitality
industry, the merger will benefit our hotel owners, franchisors, employees
and customers. The management team of Crestline Capital and Crestline
Hotels & Resorts will remain in place and our strategic direction will
not change. We will remain focused on delivering uncompromising results
to our hotel owners and will continue to have the financial resources and
commitment to co-invest with our owner/partners in both franchised and
non-branded opportunities."
The merger agreement has been approved by the Board of Directors of
both companies. Completion of the merger is expected by June 30,
2002. The merger is subject to the approval of Crestline's shareholders,
certain franchisor consents, and other customary closing conditions.
Deutsche Banc Alex.Brown acted as exclusive M&A advisor to Crestline
Capital and Banc of America Securities acted as exclusive M&A advisor
to Barceló for this transaction.
About the companies
Crestline Capital Corporation is the parent company of Crestline Hotels
& Resorts, among the nation's leading independent hotel management
companies. The Company also leases and has investments in hotel properties.
Additional information about Crestline Capital Corporation is available
at the company�s web site: www.crestlinecapital.com.
Crestline Hotels & Resorts manages and leases 38 hotels, resorts
and conference and convention centers with over 7,000 rooms in twelve states
and the District of Columbia. Crestline Hotels & Resorts manages
properties independently and under such well regarded brands as Marriott,
Hilton, Sheraton, Renaissance and Crowne Plaza. Additional
information about the hotel management company is available at the company�s
web site: www.crestlinehotels.com.
Barceló
is one of the world's largest hospitality companies and is based in Palma
de Mallorca, Spain. The company is 100% owned by the Barceló
family and has been run by three generations of family members. Barceló
and affiliates own, manage and lease 108 hotels in 16 countries across
four continents, including 18 hotels in the United States. In addition,
the company owns an equity interest in one of Europe's leading travel groups,
First Choice Holidays PLC. Additional information about Barceló
is available at the company's website: www.barcelo.com.
Certain matters discussed herein are forward-looking statements within
the meaning of the Private Litigation Reform Act of 1995.
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